Liquidator

“ If the assets are not adequate to pay the debts of the unlawful organization the liquidator shall liquidate and distribute the assets as if he were a trustee or a liquidator, as the case may be, administering and distributing the assets of an insolvent estate or company.
(5) For the purpose of such liquidation and distribution, the date upon which the organization became an unlawful organization in terms of sub-section (1) of section two or a proclamation under sub-section (2) of the said section shall be regarded as the date of sequestration or winding-up as the case may be. ”

“ Any property which is not disposed of in accordance with the provisions of the preceding two paragraphs shall revert to the National Treasury.
Article 81 (Juristic Person in Liquidation) A juristic person which has been dissolved shall have the rights and duties only within the scope of liquidating purpose.
Article 82 (Liquidator) When a juristic person has been dissolved, the directors shall become the liquidators except in the case of bankruptcy: Provided, That this shall not apply, if otherwise prescribed in the Articles of incorporation, or by the resolution of a general meeting. ”

“ If there exists no person to become a liquidator under the preceding Article, or if there is any possibility that damage may ensue because of a vacancy among the liquidators, a court may appoint liquidators on the application of any person interested, or of a public prosecutor, or ex officio. ”

“ Rundle, 103 U.S. 222, 26 L.Ed. 337, that title to all the property of Chicago Lloyds, wherever located, vested in the liquidator. Nor do we have here a challenge to the possession of the liquidator either through an attempt to obtain a lien on the property or otherwise. As pointed out in Riehle v. Margolies, 279 U.S. 218, 224, 49 S.Ct. 310, 312, 73 L.Ed. 669, the distribution of assets of a debtor among creditors ordinarily has a 'two-fold aspect.' It deals 'directly with the property' when it fixes the time and manner of distribution. ”

“ If the bank is in course of liquidation by a voluntary liquidator, the liability is enforceable by a creditor or creditors, suing for themselves and for others similarly situated. Act of June 30, 1876, c. 156, § 2, 19 Stat. 63, 12 U.S.C. § 65 (12 U.S.C.A. § 65) . Cf. 12 U.S.C. § 181 (12 U.S.C.A. § 181) . We have no occasion to inquire whether in the absence of an assessment by the Comptroller of the Currency the statutory liability may be enforced by a receiver through the medium of a claim in bankruptcy. ”

“ If the liquidation process has continued for more than five years
after the issuance of the liquidation decision and that the Registrar has
become certain that it will be impossible to finalize it.
Second: The company's corporate status shall be considered expired as of
the issuance of the decision to delete its name.
Article 178: First. The liquidator shall distribute the rest of the company's
funds among its members in accordance with their shares and quotas
within 30 days from being notified of the decision on the deletion of the
company's name. ”

“ And then, again, when a crisis comes, the original shareholder may be dead, and the successors in interest may be unbusinesslike persons, who would be sufficiently penalized by losing their principal without being compelled to pay liquidators' calls on their own shares as well as on those of such as make default. ”

“ It is therefore easy to conceive that when these commissioners of the bank in liquidation asked of the court, in which that liquidation was pending, for power to indorse these bonds and deliver them to Forstall's Sons for sale, that they were doing the wisest thing that could be done at that time for the creditors of the bank; for by such sale the bank would get the benefit of all that the pledged securities were worth then in the market, and by any action at law which they could bring they could recover no more. ”

“ We find it difficult to suppose that a stockholder who stipulates for priority upon liquidation, whether voluntary or involuntary, is at all concerned with the particular source of the power which may compel the liquidation of his investment or with the purpose of its exercise. Unless words have lost their meaning, the stipulation for priority in this case cannot fairly be taken not to include any kind of a liquidation which would compel the surrender of the stockholder's investment and force him to sever his connection with the corporation in which he has invested. ”

“ Every creditor of the bank, receiving its assets under such circumstances, knows the fact of liquidation, and is chargeable with knowledge of its consequences. He takes the assets received at his own peril. He is dealing with officers of the bank only for the purpose of winding up its affairs. If he accepts something in lieu of an existing obligation looking to future payment, it must be from other parties. ”

“ In a general sense, liquidation is used for the act of adjusting debts, as the Egyptian Law of Liquidation, July 1880, for a general settlement of the liabilities of Egypt. In company law, liquidation is the winding up and dissolving a company. ”

“ The other ground, adopted by the Commission, is that if the charter provision does apply the Commission is free to override it by any plan of distribution which it finds to be 'fair and equitable.'
As to the first it is plain that the company is now being liquidated and dissolved; that the liquidation is involuntary; and that some of the corporation's assets are being distributed to the common stock before satisfaction of the stipulated priority of the preferred, and this with full knowledge of all concerned that the company is without assets to satisfy the priority. ”

“ A distribution in liquidation of the assets and business of a corporation, which is a return to the stockholder of the value of his stock upon a surrender of his interest in the corporation, is distinguishable from a dividend paid by a going corporation out of current earnings or accumulated surplus when declared by the directors in their discretion, which is in the nature of a recurrent return upon the stock.' [2]
These Regulations, with a change made in 1921 as to the second sentence of article 1548, [3] are still in effect so far as distributions in liquidation under the act are concerned. ”

“ The receiver is, indeed, appointed to close up the association,-that is to say, to wind up its business, get in its assets, and pay its debts, and, if need be, to enforce the personal liability of its shareholders for all its 'contracts, debts, and engagements,'-but the corporation lingers while this is being done, and, on occasion, when the receiver has discharged his duty with the satisfactory results enumerated, and assets remain, an agent may be chosen, who may sue and be sued, in the name of the association, in the conduct of the final liquidation. ”

“ The receivership in bankruptcy is only a step in the chain leading to the appointment of a trustee under whom the process of liquidation takes place. As already stated, the receivership in equity is sometimes not a process of liquidation but a means of carrying on the business pending reorganization. In case the assets are greater than the liabilities, it may be advisable to effect some sort of reorganization to continue the business. The receiver can continue the business in whatever way the court will permit. ”

“ If a bank issues its own demand obligations in exchange for such documents, it cannot make its books balance and it will be constantly exposed to the danger of forced liquidation. If it attempts to protect itself by requiring that the discounted paper shall mature in a short period, the necessity of liquidation will be forced upon customers who are responsible for the payment of the discounted paper; that is, such customers will be obliged to sell at such prices as they can command the property in which the investments were made, or some other property. ”

“ Failure to pay taxes due the state is an instance. The liquidation of a corporation may take place because of a consolidation resulting in loss of its original identity. In the case of a merger the merged corporation ceases to exist under the terms of the agreement made which may call for a more or less complete liquidation. Sometimes a reorganization effects the liquidation of an insolvent corporation. If the new corporation obtains the assets of the previous corporation under a forced sale, the money received would be applied to the satisfaction of the old creditors’ claims. ”

“ He suggested that if in fact liquidation had been imminent at the time of respondents' purchases or if it were fairly demonstrable, as a matter of experience, that a director free from all potential self-interest would be more likely to initiate liquidation proceedings or to effect a debt settlement than one not wholly disinterested, a court of equity should explore such issues and not dismiss them out of hand. ”

“ CHAPTER XXXIX THE STRUGGLE COMMENCED By midsummer of 1896 the liquidation of the affairs of the old firm was practically completed; that is, in so far as related to the conversion of our assets into cash and payment of the proceeds to our creditors. These payments were very large, but there was still a heavy deficiency, which I hoped in time to pay in full with interest, gigantic as the burden seemed.
Every business day found me at my office working early and late as I had never worked before. With but one clerk and an office-boy, a vast amount of detail had to be undertaken by myself. ”

“ The wholesale merchants seldom fail, nowadays; they make friendly liquidations; the creditors take what is given to them, and hand in their receipts. In this way many things are avoided,—dishonor, judicial delays, fees to lawyers, and the depreciation of merchandise. All parties think that bankruptcy will give less in the end than liquidation. There are now more liquidations than bankruptcies in Paris.
The assignee's act in the drama is intended to prove that every assignee is incorruptible, and that no collusion has ever existed between any of them and the bankrupt. ”

“ Status of Creditors in Liquidation
Creditors may be divided into two groups—secured and unsecured. Those that have a lien upon some specific part of the assets, such as buildings, machinery, or materials, and holders of bonds are among those whose claims are secured. Trade credits and bank loans often have no other security than the standing of the firm.
If the business has been in a receiver’s hands and receiver’s certificates, have been issued, these may be given priority over all debts except those for taxes. ”

“ Credit then becomes more sensitive and is contracted; transactions are diminished; losses are incurred through the depreciation of property, and finally the ordeal becomes so severe to the debtor class that forcible liquidation has to be adopted, and insolvent firms and institutions must be wound up. This process is a periodical experience in every country; and the extent of the destructiveness of the crisis that attends it depends chiefly on the steadiness and conservatism of the business methods in each particular community affected. ”

“ Liquidation of a local bank, like its daily operations, must from necessity and in the interest of good business be carried on, in the main, in the community where the bank did business with its depositors and other customers. ”

“ Liquidation, you understand, is not the same as failure. When a man fails, he is dishonored; but when he merely liquidates, he remains an honest man."
"T-t-that's very d-d-different, if it d-d-doesn't c-c-cost m-m-more," said Grandet.
"But a liquidation can be managed without having recourse to the courts at all. For," said the president, sniffing a pinch of snuff, "don't you know how failures are declared?" ”

“ An agreement between a liquidating partner and the other partners, to take all the property and pay all the debts, is limited in its effect to themselves and does not affect others. After the partnership assets have been transferred to a liquidating partner, or to any other person for liquidation, a debtor who has notice of the transfer is not justified in making a settlement with any one else. ”

“ Shareholders are given the right to go into liquidation, subjecting themselves, it is true, to the liability of the assessment for the benefit of creditors under § 5151 to an amount equal to the par value of their stock, if needed to make good the indebtedness of the bank, but risking no further investment of new capital in the continued business of the bank. ”

“ Looking at credit extension and its use for purposes of capital as a whole, the outcome which presents itself most strikingly at a period of liquidation is the redistribution of the ownership of industrial property incident to the liquidation. The funds obtained on credit are in great measure invested competitively in the same aggregate of material items that is already employed in industry apart from the use of loan credit, with the result that the same range of items of wealth are rated at a larger number of money units. ”

“ As has been pointed out, they are not so compelled but are given the option of a liquidation which on this record appears as favorable to them as that which would result from the sale of the assets and pro rata distribution in solution of all resulting claims for breach of outstanding policies. ”

“ To the competition fostered by these ingenious and at that time novel devices was now added the pressure for new shares on the part of those whose investments had been disturbed by the redemption of the rentes. Their demand that some favor be shown them in the matter of subscriptions was recognized, and edicts were issued which removed the stipulation that payments should be made in coin or bank-notes; and in their place billets d’état, notes of the common treasury, and orders on the cashier of the Company given in liquidation of Government [35] obligations, were ordered to be received. ”